Group 1 - The legal opinion letter from Henan Yatai Law Firm confirms that the 2025 First Extraordinary General Meeting of Shareholders of Henan Shenhua Coal and Electricity Co., Ltd. was convened and conducted in accordance with relevant laws and regulations [1][2] - The meeting was held on August 14, 2025, with a total of 984 shareholders and proxies present, representing 1,283,687,725 shares, which is 57.4632% of the total voting shares [1][2] - Three proposals were voted on during the meeting, all of which received overwhelming support from shareholders, including the repurchase and cancellation of certain restricted stocks, reduction of registered capital, and the budget for donations in 2025 [1][2] Group 2 - The first proposal regarding the repurchase and cancellation of restricted stocks received 99.9645% approval, with a total of 1,283,232,394 votes in favor [2] - The second proposal to reduce registered capital and amend the company’s articles of association was approved with 99.9517% of the votes [2] - The third proposal concerning the 2025 donation budget was also passed, receiving 99.8967% approval [2]

Core Points - The company has decided to repurchase and cancel a portion of the restricted stock from its 2023 incentive plan due to not meeting performance targets for 2024 [1][2][3] Group 1: Repurchase Details - The company will repurchase a total of 2,153,772 shares of restricted stock, which includes 1,864,305 shares from 179 incentive recipients and 267,521 shares from 16 individuals who no longer meet the incentive criteria due to job changes [1][3] - The repurchase price will be the grant price plus interest calculated based on the benchmark deposit rate published by the People's Bank of China [1][2][3] Group 2: Financial Performance - For the year 2024, the company's audited revenue was 3,277.28 million yuan, and the net profit attributable to shareholders was 131.07 million yuan, which represents a decline compared to 2021 and 2022 [1] Group 3: Capital Changes - Following the repurchase, the total number of shares will decrease from 671,823,900 to 669,670,128, resulting in a corresponding reduction in registered capital from 671,823,900 yuan to 669,670,128 yuan [4] Group 4: Creditor Notification - The company is notifying creditors of the capital reduction due to the stock repurchase, allowing them 45 days to request debt repayment or guarantees [4][5]

Fundraising Overview - The company raised a total of RMB 1,046,640,000.00 through the issuance of 98,000,000 shares at a price of RMB 10.68 per share, with a net amount of RMB 924,958,950.73 after deducting various fees [1][2] - The funds were deposited into a designated account on June 19, 2023, and have been verified by Huaxing Accounting Firm [1] Fund Usage and Management - As of June 30, 2025, the company has established a management system for the raised funds, ensuring compliance with relevant laws and regulations [2][3] - The company has not used any idle funds for temporary working capital or replaced any funds during the reporting period [5][6] - The company approved the use of up to RMB 620 million of idle funds for cash management, with a balance of RMB 550 million utilized for safe and liquid investment products as of June 30, 2025 [5] Fund Storage and Investment Projects - The company has not changed the investment projects funded by the raised capital as of June 30, 2025 [9] - All unused funds remain in the designated account and will continue to be allocated to the respective investment projects [8] Compliance and Disclosure - The company has complied with the disclosure requirements set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding the management and usage of raised funds [10]

Group 1 - The company held its fifth board meeting on August 13, 2025, with all nine directors present, confirming compliance with legal and regulatory requirements [2][4] - The board approved the proposal regarding the achievement of the first unlock conditions for the 2024 restricted stock incentive plan, allowing 1,428,900 shares to be unlocked, which represents 0.16% of the total share capital [3][17] - The board also approved the adjustment of the repurchase price for the 2024 restricted stock incentive plan from 5.27 yuan per share to 5.02 yuan per share due to the implementation of the annual profit distribution plan [5][30] Group 2 - The supervisory board confirmed the achievement of the first unlock conditions for the 2024 restricted stock incentive plan, agreeing to unlock 1,428,900 shares for 30 eligible participants [10][26] - The supervisory board also approved the adjustment of the repurchase price for the restricted stock incentive plan, aligning with the company's profit distribution actions [12][37] Group 3 - The company conducted a second extraordinary general meeting on August 13, 2025, where all proposed resolutions were passed, including the election of an independent director [41][43] - The meeting was presided over by the chairman, ensuring compliance with legal and regulatory standards [42]

Core Viewpoint - The company has announced the first unlock period for its 2022 restricted stock incentive plan, allowing 65 eligible participants to unlock a total of 377,600 shares, which represents 0.044% of the company's total share capital of 857,213,183 shares [2][19]. Group 1: Incentive Plan Details - The first unlock period for the restricted stock incentive plan has been achieved, with the unlock date set for August 18, 2025 [3][19]. - The company granted a total of 19,920,000 restricted shares to 422 eligible participants in the incentive plan, with the initial grant dates on December 6, 2022, and August 17, 2023 [3][11]. - The approval process for the 2022 restricted stock incentive plan included multiple board meetings and government approvals, ensuring compliance with regulatory requirements [4][5][6]. Group 2: Unlock Conditions and Adjustments - The unlock conditions for the first period were based on a 24-month lock-up period following the registration of the restricted shares, allowing for 40% of the total granted shares to be unlocked [11][12]. - The company has made adjustments to the number of restricted shares due to various factors, including employee departures and performance evaluations, resulting in changes to the total number of shares available for future grants [14][15][17]. - Following the completion of the unlock and repurchase processes, the remaining restricted shares in the incentive plan will be adjusted accordingly, reflecting the current number of eligible participants and shares [18][19].

Core Viewpoint - The legal opinion letter confirms that Zhejiang Taihua New Materials Group Co., Ltd. has met the necessary conditions for the first release of restrictions on its stock incentive plan and outlines the adjustments to the repurchase price [2][4][17]. Group 1: Approval and Authorization - The company has obtained the necessary approvals and authorizations for the release of restrictions and adjustments to the repurchase price through various board and shareholder meetings held in July and October 2024 [4][5][6][7][17]. - The first release of restrictions on the stock incentive plan is based on the completion of the grant registration on August 9, 2024, with the release period ending on August 9, 2025 [8][14]. Group 2: Release of Restrictions - The first release of restrictions allows for 33% of the granted stock to be unlocked, with a total of 1,428,900 shares eligible for release, representing 0.16% of the company's total share capital [14][17]. - The conditions for the release of restrictions have been met, including performance targets related to net profit growth and compliance with company regulations [10][12][14]. Group 3: Adjustments to Repurchase Price - The repurchase price for the restricted stock has been adjusted from 5.27 yuan per share due to the company's profit distribution plan, which includes a cash dividend of 0.25 yuan per share [15][16][17]. - The adjustment method for the repurchase price is defined, ensuring that the adjusted price remains above 1 yuan per share [16].

Core Viewpoint - The company has adjusted the repurchase price of the restricted stock incentive plan for 2024 from 5.27 yuan per share to 5.02 yuan per share due to the implementation of the annual profit distribution plan for 2024 [1][5][6] Summary by Sections 1. Announcement of Price Adjustment - The board of directors approved the adjustment of the repurchase price for the restricted stock incentive plan during the meeting held on August 13, 2025 [1] - The adjustment is in accordance with the relevant provisions of the incentive plan following the completion of the annual profit distribution [1][5] 2. Approval Procedures - The company has completed the necessary approval procedures for the 2024 restricted stock incentive plan, including the review by the supervisory board and the issuance of a legal opinion by a law firm [2][4][6] - The names and positions of the incentive recipients have been publicly disclosed on the company's official website [2] 3. Reasons for Price Adjustment - The adjustment is due to the cash dividend distribution of 0.25 yuan per share (before tax) to all shareholders, which was approved at the annual general meeting [4][5] - The adjustment formula used is P = P0 - V, where P is the adjusted repurchase price, P0 is the original price, and V is the dividend amount [5] 4. Impact of Price Adjustment - The adjustment of the repurchase price will not have a substantial impact on the company's financial status and operating performance [5] 5. Supervisory Board's Review Opinion - The supervisory board has confirmed that the adjustment complies with relevant regulations and does not harm the interests of the company and its shareholders [5][6]

Core Points - The company has achieved the conditions for the first unlock period of the 2024 restricted stock incentive plan, allowing for the release of 1,428,900 shares, which represents 0.16% of the total share capital [1][8][10] - A total of 30 individuals meet the criteria for the release of restricted stocks under this incentive plan [1][8][10] Approval Process - The 2024 restricted stock incentive plan has undergone necessary approval procedures, including discussions and approvals from the board of directors and the supervisory board [2][4] - Legal opinions have been provided by Beijing Jingtian & Gongcheng Law Firm, confirming compliance with relevant laws and regulations [10][11] Unlock Conditions - The first unlock period for the restricted stocks lasts from 12 months after the completion of the grant registration until the last trading day within 24 months [6][8] - The conditions for unlocking have been met, including no adverse audit opinions and compliance with performance targets [7][10] Performance Assessment - The performance assessment for the incentive objects is based on both company-level and individual-level evaluations, with a total of 30 individuals achieving the necessary performance criteria [7][8] - The unlocking ratio for the restricted stocks is determined by the performance evaluation results, with a maximum of 100% for those rated as excellent [7][8] Monitoring and Legal Compliance - The supervisory board has confirmed that the conditions for unlocking the restricted stocks have been met and that the process aligns with the company's incentive plan and relevant regulations [10] - The legal opinion confirms that all necessary approvals and authorizations have been obtained for the unlocking of restricted stocks [10][11]

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